HYPO TIROL BANK AG

on which the Notes may be redeemed at the option of the Issuer, or (iii) after the Notes have beencalled for redemption in whole or in part.(4) Certain Definitions. For purposes of these Terms and Conditions:"Holder" means any registered holder of Notes."Register" means the register to be maintained by the Registrar in relation to the Notes and any otherregistered Notes that may be issued under the Debt Issuance Programme of HYPO TIROL BANK AG.(5) References to Note or Global Note. Any reference herein to "Note" or as the case may be "Global Note"includes, unless the context otherwise requires, any new Note or, as the case may be, new Global Note,that has been issued upon transfer of any Global Note [in case the Global Note may be transferred inwhole or in part, insert: or part thereof.][§ 4 (PAYMENTS) to be replaced in its entirety by the following:§ 4PAYMENTS(1) General. Payment of principal and interest in respect of Notes shall be made on the respective due datetherefor to the person shown on the Register as the Holder at the close of business on the fifteenth daybefore such due date (the "Record Date").(2) Manner of Payment. Subject to applicable fiscal and other laws and regulations, payment shall be madein the freely negotiable and convertible currency of the country of the Specified Currency[If the Specified Currency is not euro insert: by wire transfer to an account denominated in the SpecifiedCurrency maintained by the payee with a bank in the principal financial centre of the country of theSpecified Currency notified to the Fiscal Agent no later than the Record Date.][If the Specified Currency is euro insert: by wire transfer to a euro account maintained by the payee witha bank in a principal financial centre of a country which has become a participating member state in theEuropean Economic and Monetary Union notified to the Fiscal Agent no later than the Record Date.](3) Payment Business Day. If the date for payment of any sum due hereunder is not a day on whichcommercial banks are open for business in the principal financial centre of the country where the account ofthe payee is maintained in accordance with the foregoing, the Holder shall not be entitled to payment untilthe next following day on which such commercial banks are open for business nor to any interest or othersum in respect of such postponed payment.(4) References to Principal and Interest. Reference in these Terms and Conditions to principal in respect ofthe Notes shall be deemed to include, as applicable: the Final Redemption Amount of the Notes; the EarlyRedemption Amount of the Notes; [if redeemable at the option of the Issuer for other than tax reasonsinsert: the Call Redemption Amount of the Notes;] [if redeemable at the option of the Holder insert: thePut Redemption Amount of the Notes;] [in the case of Zero Coupon Notes insert: the Amortised FaceAmount of the Notes;] [in the case of Instalment Notes insert: the Instalment Amount(s) of the Notes;]and any premium and any other amounts which may be payable under or in respect of the Notes.Reference in these Terms and Conditions to interest in respect of the Notes shall be deemed to include, asapplicable, any Additional Amounts which may be payable under § 7.[§ 6 (AGENTS) to be replaced in its entirety by the following:§ 6AGENTS(1) Appointment; Specified Offices. The initial Fiscal Agent [,] [and] [Registrar] [and the Calculation Agent]and their respective initial specified offices are:Fiscal Agent:Registrar:Deutsche Bank AktiengesellschaftGroup Technology OperationsGroße Gallusstraße 10 –1460272 Frankfurt am MainFederal Republic of GermanyThe Fiscal Agent shall also be the Registrar, acting through the office specified above.98